Last Updated: May 18, 2024
Spark Start LLC (“Spark Start”) provides its Moderation Mate services (the “Services”) to you, subject to the following Terms of Service (“ToS”). The ToS may change from time to time. IF YOU DO NOT AGREE TO THESE TERMS DO NOT USE THE SERVICE AS VIOLATION OF THE TERMS CAN LEAD TO LEGAL LIABILITY.
This ToS may be changed by Spark Start at any time effective immediately; provided that you will be notified of material changes by a notification sent to the email address set forth in your Moderation Mate account, and such Material Changes will only become effective thirty (30) days after such notification. By continuing to access the Services after the effective date of any such change, you agree to be bound by the modified ToS. A “Material Change” is a change to this ToS which reduces your contractual rights or increases your responsibilities in a significant manner.
The terms contained in this ToS, as they pertain to you, may also be modified or superseded pursuant to a written supplement (each a “Supplement”) executed by you and Spark Start.
You agree to use the Services only for purposes that are permitted by (A) this ToS and (B) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions. You acknowledge and agree that while Spark Start may not currently have set a fixed upper limit on the number of transmissions you may send or receive through the Services, such fixed upper limits may be set by Spark Start at any time, at Spark Start’s discretion.
You agree that you are solely responsible for (and that Spark Start has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which Spark Start may suffer) of any such breach.
Subject to any contrary terms set forth in any Supplement, all fees shall be paid in advance at the time you register for a moderation license (each a “license”) or at such time as you wish to add requests to your existing license.
Spark Start offers online payments as a convenience to you. By use of any online payment tools, you attest that any credit or debit card used is on an account for which you have authority to access or use.
You acknowledge and agree that Spark Start may cease providing the Services to you at any time and for any reason upon ten (10) days’ notice to you. Upon giving notice of termination, Spark Start shall continue to provide the Services for all content submitted by you (the “Content”) prior to 5:00 PM, New York time, on the 10th calendar day following the date such termination notice was given. You have the right to stop using the Services at any time.
In addition to any other rights or remedies available, Spark Start reserves the right to immediately suspend and terminate your license upon receipt of a subpoena or law enforcement request, or if Spark Start believes, in its sole discretion, that you are transmitting or are otherwise connected with the possession, submission, transmission or display of Content that may be considered prohibited images, drawings, or pictures covered by any relevant act, statute, legislation or rule governing the possession, transmission or display of prohibited visual materials, or for any actions inconsistent with the letter or spirit of this ToS. Further, you agree that Spark Start shall not be liable to you or any third-party for any termination of your access to the Services.
You acknowledge and agree that Spark Start is under no obligation to return to you any prepaid fees upon its termination of the Services for any reason or if you voluntarily stop using the Services.
You agree that you will not: (A) violate any local, state, or national law through or on the Service; (B) use any device, software or routine to interfere or attempt to interfere with the proper working of the Service; (C) use the Service in any manner other than as expressly authorized in this ToS; (D) use any robot, spider, other automatic device, or manual process to monitor or copy any content on the Service; or (E) sell or resell any portion of the Service, use of the Service, or access to the Service.
You acknowledge and agree that Spark Start (or Spark Start’s licensors) own all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Services may contain information which is designated confidential by Spark Start and that you shall not disclose such information without Spark Start’s prior written consent. You represent that you own or otherwise have legal rights of use to all Content which are subject to the Services.
Other than the limited license set forth in Section 7, Spark Start acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under this ToS in or to any Content that you submit to the Services, including any intellectual property rights which subsist in the Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You agree that you are responsible for protecting and enforcing those rights and that Spark Start has no obligation to do so on your behalf.
Except as set forth below, nothing in this ToS gives you a right to use any of Spark Start’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features. You are expressly permitted to use the ‘Spark Start’ and ‘Moderation Mate’ names, service marks and logos for the sole purpose of (i) identifying on your website Spark Start or Moderation Mate as your provider of moderation services or (ii) creating or making available as part of your website buttons for the purpose of hyperlinking to Spark Start’s website.
You retain copyright and any other rights you already hold in each Content. By submitting Content for moderation in accordance with the Services, you give Spark Start a limited, royalty-free, and non-exclusive license to transmit and review each Content which you submit. This license is for the sole purpose of enabling Spark Start to provide the Services.
You agree that this license includes a right for Spark Start to (i) make any Content available to other companies, organizations, or individuals with whom Spark Start has relationships for the provision of the Services and (ii) use your submissions for the purposes of training, testing and education of Spark Start’s employees, subcontractors, and systems.
You confirm and warrant to Spark Start that you have all the rights, power, and authority necessary to grant the above license.
Spark Start’s Service Level Agreement (the “SLA”) is hereby incorporated into this ToS. The SLA does not apply to any feature of the Service not specifically identified in the SLA. Spark Start will not be liable for Service interruptions or any other Service failures except as specifically set forth in the SLA. In the event that you are dissatisfied with the Service, your sole remedies are those listed in the SLA.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”
SPARK START MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OR COVENANTS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, TITLE, USAGE OR PERFORMANCE. SPARK START DOES NOT WARRANT THE ACCURACY OR CORRECTNESS OF ANY RECOMMENDATIONS, INTERPRETATIONS, MODERATIONS OR CONCLUSIONS REACHED WITH RESPECT TO THE SERVICES, WHICH, IN ANY EVENT, ARE ADVISORY ONLY AND MAY BE REJECTED BY YOU. SPARK START DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SPARK START OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
You are entirely responsible for maintaining the confidentiality of your license. Furthermore, you are entirely responsible for any and all activities which occur under your license. You agree to immediately notify Spark Start of any unauthorized use of your license or any other breach of security known to you.
You agree to indemnify, defend, and hold harmless Spark Start, its parents, affiliates and subsidiary companies, officers, directors, employees, consultants, agents, and subcontractors (collectively the “Indemnified Parties”) from any and all claims, liability, damages, and/or costs (including, but not limited to, attorney’s fees) which may be imposed on, incurred by, or asserted
